Loan Agreement among Lishuang Lu, The Fifth Season Hangzhou Department Store Investment Management Co., Ltd., and Guarantors
This contract is a loan agreement dated February 18, 2011, between Lishuang Lu (lender), The Fifth Season Hangzhou Department Store Investment Management Co., Ltd. (borrower), and two guarantors. The lender provides a loan of CNY 24,000,000 at a monthly interest rate of 1.62% for two months, secured by real estate in Shanghai. The borrower must repay the loan and interest in a lump sum at the end of the term. If the borrower defaults, the guarantors are responsible for repayment, and the lender may claim the collateral. Early repayment is allowed, and disputes are notarized in Shanghai.
Exhibit 10.12
Loan Contract
| (Party A) | |
| Lender: | Lishuang Lu |
| (Party B) | |
| Borrower: | The Fifth Season Hangzhou Department Store Investment Management Co., Ltd. |
| (Party C) | |
| Guarantor: | Lianmo Wu, Zhumin Zhang |
| 1. | General Provision | |
| Party A, B and C sign the contract on February 18, 2011. Party B pledges its real estate as collateral to party A and promises to pay interest on the loan. Party C is a guarantor of party B and is responsible for paying party A in case of party B’s default. | ||
| 2. | Loan Amount, Period, and Interest | |
| Loan amount: CNY 24,000,000 | ||
| Period: From February 18, 2011 to April 17, 2011 | ||
| Interest: Monthly interest rate is 1.62% | ||
| 3. | Collateral Condition | |
| 1) | Room 208, No. 515, 535, 555 Huancheng Lu, Songjiang District, Shanghai (Construction area: 781.30 square meters) | |
| 2) | Room 201, No. 515, 535, 555 Huancheng Lu, Songjiang District, Shanghai (Construction area: 2059.36 square meters) | |
| Above collateral’s value is CNY 24,000,000. | ||
| 4. | Guarantee Scope of Collateralized Real Estate | |
| Principle, interest, default fee, and other fees. | ||
| 5. | Registration | |
| Party A and B shall register with local real estate registration department in five business days after signing the contract. | ||
| 6. | Management of Collateralized Real Estate | |
| Party B promises to take proper care of the real estate and is responsible for repairing and maintenance of it. | ||
| 7. | Limitation on Disposal of Collateral | |
| Party B cannot transfer, sell or alter the collateral during loan period. | ||
| 8. | Lease of Collateralized Real Estate | |
| Party B, as a lessor, shall send to the lessee written notice of collateralization if it is to lease the real estate. Lessee shall leave the premise in 10 days when party B is forced to sell the collateral due to default. Party A shall gain the lease right of the collateral after party B’s default. | ||
| 9. | Party B’s Promise |
| Party B promises that its ownership and disposal right of the collateral are valid and provided materials are true. | |
| 10. | Termination of Real Estate Collateralization |
| The collateral contract is terminated once party B pays off loan principle and interest and fulfills contract provisions. | |
| 11. | Party B and C’s Promise |
| Party B promises all materials are true. Party C, as a guarantor, has the duty to pay in case of party B’s default. | |
| 12. | Payment |
| The payment shall be done in a lump sum of principle and interest when the loan period ends. Early payment is allowed. | |
| 13. | Breach Duties |
| In case of default, party B shall pay a default fee that is 20% of the loan. | |
| 14. | Dispute Resolution |
| The contract, binding to all three parties, is notarized at Yangpu Notarization Department in Shanghai. |
Signature page
Lender: Lishuang Lu
By: /s/ Lishuang Lu
Borrower: The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
By: /seal/ The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
/s/ Lide Zhu
Date: February 18, 2011
